This project produces a computer game title that integrates compelling computer gaming with constructive learning. The game is a first person action game located in and around cells in the human body. The player learns about cell biology while outmaneuvering and overcoming numerous obstacles and ultimately repairs damage caused by carcinogens from tobacco smoke. The game is innovative in that it is designed to be as entertaining and engaging as commercial computer games; however, in "beating the game" the player learns basic and advanced concepts of cell biology and cancer. The game content aligns with National Science Education Standards. The project design team includes cancer researchers, science education specialists, classroom teachers and game development specialists. Three middle school student advisory panels helped guide the game design. In prototype testing, 100% of the middle school volunteers reported they enjoyed the game and would like to play it on their own time at home. Seventh graders improved their scores on pre-post tests by 41%. All of the classroom teachers reported that they could use the game effectively to improve instruction in their classrooms. Phase II will complete the remaining levels of the game and develop a methodology that can be reused to create other compelling learning games.